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Night of the Living Nightmare
Night of the Living Nightmare is the forty-ninth episode of Ben 10: Ultimate Alien. Plot Ben is asleep, but is rudely awakened by a Cassiopeian Dream Eater, which immediately latches itself to his face. He struggles against it, but his panicked cries are muffled by the creature and he collapses from near-suffocation as the creature's influence begins taking hold. Ben gets a second wind and transforms into NRG to get it off. After seemingly killing it and transforming back into normal, Ben starts watching TV. Only static comes on and Ben unplugs it, only for it to stay on. Ben checks the rest of the house, but a DNAlien attacks him. Ben transforms into Four Arms and defeats the DNAlien. However, it disappears when Four Arms' attack destroys the house of his neighbors. When Ben looks and realizes that they are not there, he calls Gwen followed by Kevin, getting no answer from either one of them. Then, Vilgax appears and destroys Ben's car. Ben transforms into Goop to fight him. Goop thinks that Vilgax is responsible for everything that's happened, but when he tries to get some answers, Vilgax won't say anything (even though he usually brags about things he's done, like conquering planets). Goop transforms into Spidermonkey, then Ultimate Spidermonkey, but Vilgax defeats him by throwing Ultimate Spidermonkey high into the air and into the desert. Ultimate Spidermonkey transforms back to Ben, who manages to trick Vilgax into getting hit by a truck without a driver and he disappears. Ben decides to go to see Kevin in person. When he arrives at Kevin's garage, he doesn't find him. Aggregor appears and Ben transforms into Lodestar to fight him, but Aggregor uses his spear to redirect Lodestar's magnetic attacks and knocks his head away from his body before disappearing. Lodestar tries to guide his separated body back to his head by telling it to "follow his voice", then realizes a few seconds later that it can't hear him before changing back. Ben takes Kevin's car and goes to Julie's home, where Ship merges with Julie and starts to attack Ben. Then, Ben transforms into Eatle and fights back only for them to disappear as well. Ben drives through a forest and sees a man hitchhiking twice. Ben ignores him and continues his way, but then he looks into the mirror and sees Hex inside his car. However, when Ben turns, Hex isn't there anymore and he appears on the road. Ben, trying to avoid him, crashes into a tree. Gwen and Kevin show up, asking Ben to give them the Ultimatrix, wanting a turn. Not believing them to be themselves, Ben transforms into Chamalien and runs into the forest. Gwen uses her powers to track Chamalien, then Kevin absorbs the Ultimatrix, transforming into Ultimate Kevin, and Gwen appears in her Anodite form. Ben transforms into AmpFibian and shocks Ultimate Kevin, causing him to faint. Gwen believes AmpFibian (after he transforms back into normal) killed him, and tries to convince Ben to take off the Ultimatrix. Ben transforms into Swampfire and uses seeds to trap Gwen. Ben guesses that she is actually Albedo and that his experiences are a kind of induced dream. After revealing his true form, Albedo transforms into Fasttrack and runs off. Ben transforms into Fasttrack as well and goes after Albedo. Ben goes to Mr. Smoothy and is attacked by Chamalien. Albedo then transforms into Big Chill, attempting to freeze Ben, but to no avail, as Ben's knowledge of being inside a dream makes him invincible in it and immune to Albedo's attacks. Albedo then transforms into NRG, only to be pulled out of his containment suit and then Brainstorm, who realizes that Ben has broken free of the Dream Eater. Albedo stops using aliens and attempts to reattach the Dream Eater to Ben, but he slips on a smoothie, and the Dream Eater falls on his face instead. The scene shifts to Ben's bedroom, where the real Ben, Gwen, and Kevin are. Albedo had never attached the Dream Eater to Ben at all. He had slipped on the same Mr. Smoothy in Ben's room and the Dream Eater attached to him; the entire episode thus being Albedo's nightmare. Gwen explains that the Dream Eater feeds off the chemicals produced by the brain during stress and traps the host into a nightmare. When Ben asks whether they can simply pull it off of Albedo, Kevin states that they can't without ripping his face off along with it, but suggests a Galvan doctor could. Gwen says that she already called and that a plumber transport is on the way. The episode ends with several Ultimatrix aliens confronting Albedo in his nightmare. Real World Characters *Ben Tennyson *Gwen Tennyson *Kevin Levin *Sandra Tennyson (mentioned only) *Carl Tennyson (mentioned only) *Natalie Tennyson (mentioned only) Villains *Albedo (cameo) Dream Characters *Ben Tennyson Villains *Albedo *A DNAlien *Vilgax *Aggregor *Julie Yamamoto **Ship *Vulkanus (mentioned only) *Dr. Animo (mentioned only) *Hex *Gwen Tennyson *Kevin Levin **Ultimate Kevin Dream Aliens Used By Ben *NRG *Four Arms *Goop *Spidermonkey (off-screen) **Ultimate Spidermonkey *Lodestar *Eatle *Chamalien *AmpFibian *Swampfire *Fasttrack By Albedo *Fasttrack *Chamalien *Big Chill *NRG *Brainstorm Camoes *Water Hazard *Cannonbolt *Murk Upchuck *Diamondhead *Ultimate Humungousaur *Ultimate Echo Echo *Ultimate Swampfire *Lodestar *Armodrillo Quotes Naming and Translations Cast Allusions *This episode shares similarities with Perfect Day. Category:Episodes Category:Ben 10: Ultimate Alien Episodes Category:Ben 10: Ultimate Alien Season Three Episodes Category:Episodes Directed by Dan Riba Category:Filler